Nasdaq, Inc. (Nasdaq: NDAQ or Nasdaq) and Borse Dubai Limited
(Borse Dubai) today announced the commencement of a secondary
offering by Borse Dubai of 26,956,522 shares of Nasdaq’s common
stock. Borse Dubai also expects to grant the underwriters a 30-day
option to purchase up to 4,043,478 additional shares of Nasdaq’s
common stock. The offering is subject to market and other
conditions, and there can be no assurance as to whether or when the
offering may be completed.
Nasdaq is not offering any shares in the offering and will not
receive any proceeds from the offering. Borse Dubai will receive
all of the proceeds from the offering.
At the completion of the offering, Borse Dubai is expected to
hold approximately 62.4 million shares, representing approximately
10.8% of Nasdaq’s outstanding shares, or approximately 58.3 million
shares if the underwriters exercise their option to purchase
additional shares in full, representing approximately 10.1% of
Nasdaq’s outstanding shares. At the completion of the offering,
Borse Dubai is expected to be the second largest shareholder in
Nasdaq.
Subject to completion of the offering, Borse Dubai intends to
agree to an 18-month lock-up of its remaining shares controlled by
Nasdaq, with a right to designate a nominee to the Nasdaq board of
directors so long as it continues to own at least 10% of Nasdaq’s
outstanding shares as of the date hereof.
“Today’s offering is being conducted to enhance the capital
structure and liquidity within the Borse Dubai Group. We continue
to be a long-term shareholder in Nasdaq and are invested in the
success of the company,” said Essa Kazim, Chairman and CEO, Borse
Dubai. “The relationship between Nasdaq and Borse Dubai is
multifaceted and has spanned many years. We have not only been a
shareholder in Nasdaq for the past 16 years, but Nasdaq is also a
key technology and brand partner for our exchange group and we
believe in the strategic vision for the company. We look forward to
a continued relationship as a partner.”
“Borse Dubai is and continues to be a valued
shareholder of Nasdaq underpinned by a shared vision for our
future,” said Sarah Youngwood, Chief Financial Officer, Nasdaq.
“Borse Dubai’s insights and contributions have and will continue to
shape our path ahead.”
Morgan Stanley and Goldman Sachs & Co. LLC
are acting as joint lead book-running managers for the offering.
J.P. Morgan is acting as capital markets advisor to Nasdaq.
Nasdaq has filed a registration statement
(including a prospectus) with the U.S. Securities and Exchange
Commission (the “SEC”) for the offering to which this communication
relates. Before you invest, you should read the prospectus in the
registration statement and other documents Nasdaq has filed with
the SEC for more complete information about Nasdaq and the
offering. You may get these documents for free by visiting EDGAR on
the SEC’s website at www.sec.gov. Alternatively, Nasdaq, any
underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by contacting
Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180
Varick Street, 2nd Floor, New York, NY 10014; or Goldman Sachs
& Co. LLC, Prospectus Department, 200 West Street, New York, NY
10282, by telephone at (866) 471-2526, by facsimile at (212)
902-9316, or by email at prospectus-ny@ny.email.gs.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities
described herein, nor shall there be any offer or sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Nasdaq
Nasdaq (Nasdaq: NDAQ) is a leading global technology company
serving corporate clients, investment managers, banks, brokers, and
exchange operators as they navigate and interact with the global
capital markets and the broader financial system. We aspire to
deliver world-leading platforms that improve the liquidity,
transparency, and integrity of the global economy. Our diverse
offering of data, analytics, software, exchange capabilities, and
client-centric services enables clients to optimize and execute
their business vision with confidence.
About Borse Dubai
Borse Dubai was established in 2007 with the mandate of
expanding Dubai's leadership in the financial markets sector. Borse
Dubai is the holding company of Dubai Financial Market (DFM) and
Nasdaq Dubai and holds a minority stake in Nasdaq, Inc. Borse Dubai
is owned by Investment Corporation of Dubai.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking information that
involves substantial risks, uncertainties and assumptions that
could cause actual results to differ materially from those
expressed or implied by such statements. When used in this
communication, words such as “enables”, “intends”, “will”, “can”,
“expected”, “enhances” and similar expressions and any other
statements that are not historical facts are intended to identify
forward-looking statements. Forward-looking statements in this
press release include, among other things, statements about the
offering, Nasdaq’s and Borse Dubai’s respective plans, objectives,
expectations and intentions and the financial condition, results of
operations and business of Nasdaq. Risks and uncertainties include,
among other things, risks related to the ability of Nasdaq and
Borse Dubai to consummate the offering, Nasdaq’s ability to
implement its strategic vision, initiatives, economic, political
and market conditions and fluctuations, government and industry
regulation, interest rate risk, U.S. and global competition, and
other factors detailed in Nasdaq’s reports filed on Forms 10-K,
10-Q and 8-K and in other filings Nasdaq makes with the SEC from
time to time and available at www.sec.gov. These documents are also
available under the Investor Relations section of the Company’s
website at http://ir.nasdaq.com/investor-relations. The
forward-looking statements included in this communication are made
only as of the date hereof. Nasdaq and Borse Dubai disclaim any
obligation to update these forward-looking statements, except as
required by law.
Nasdaq Media Relations Contact:
Marleen Geerlof+1.347.380.3520Marleen.Geerlof@Nasdaq.com
Nasdaq Investor Relations Contact:
Ato Garrett+1.212.401.8737Ato.Garrett@Nasdaq.com
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